Rainbow Factory Re-write (My Version!)
by Darkeh123
Summary: this is a re-write of Rainbow factory including my OC Shimmer and how i would've liked it to turn out.


**Hello guys i am making a rewrite of Rainbow Factory I DO NOT OWN OR CLAIM ANY OF THESE PONIES OR THE BASE LINE OF THIS STORY i only own my OC's Jake, Erica, and Shimmer. ALSO BASED OFF OF THE STORY RAINBOW FACTORY WHICH I DO NOT OWN EITHER!**

**WARNING HAS SEX SCENES IN IT! DONT LIKE DONT READ! I WARNED YOU! **

**_Shimmer's POV_**

It was a big day for all of the Pegasi fillies and colts, I smiled and stretched out my wings than walked over to my best friend, Scootaloo. She smiled brightly "Hey Shimmer!" she said happily as I walked over "Hey Scoot!" I said calling her by her nickname. Smiling Scootaloo walked over and hugged me "It's the big day!" she said excitedly, "Yup! The day we finally get our new jobs!" I finished her sentence happily as we hoof-bumped.

We started soon, Scootaloo and I were the last two, so we had lots of time to watch and get used to everything as our coach explained what we had to do, while the judges got prepared to grade us all "Okay everypony you take off once the judges give their say so and you must bust all 11 clouds and than fly through three hoops afterwards you must fly upwards above the landing pad and you must close your wings for at least three seconds, no less or you fail.". I smiled as the first pony took off the wind blowing my shaggy shimmering Rainbow Mane back (She has Rainbow's mane and tail) As well as my soft white coat and my violet eyes shone in the sunlight.

Scootaloo looked over at me and smiled softly as another pony went, her brand new cutie mark catching my eye. She had finally found her talent after she began training with Rainbow Dash, She had received a magenta and orange lightning bolt as a cutie mark after pulling off a move slightly like a sonic rainboom just with orange and magenta instead. She saw me looking at it and smiled "admiring my cutie mark I see." she said softly laughing and looking at my own, which was a white star with a rainbow lightning bolt inside of it.

"Erica, your up!" our coach called and a turquoise pony with a ocean blue mane walked up, she had a broken leg and a broken wing, But the rules stated every filly and colt must test no matter what and no re-takes and no not showing up. After all three judges nodded the pony took off at quite an amazing speed busting the clouds and going through the three hoops flying upwards and than closing her wings "_Three...Two...One._" I thought in my head as she opened her wings again, but the wind pushed her wings up braking the fragile bone so both wings were broken and she plummeted down to the landing pad landing with a thump on the spot blood covering the cloud, Scootaloo and I gasped as the judges shook their heads and the coach called up the next student, who was a yellow colt with a red mane and green eyes.

"Jake your up!" the coach called as the yellow colt walked up and looked at the coach with disgust "Your just going to leave her there!" he proclaimed loudly, clearly mad at the coach and judges. "You have Five minutes to start the course or you fail." The coach responded cooly as Jake growled and turned towards the course. "Fine" the colt said and stretched his wings and the judges nodded and he took off, but not going towards the course, he landed beside Erica and helped her up as the judges took some notes and shook their heads and Jake looked up "Jerks..." he muttered and put Erica onto his back flying away to the eastern gate, where the fail students met up to be taken off to somewhere unknown, although there were rumours about it.

"Scootaloo your next!" the coach said and Scootaloo looked at me and mouthed "Wish me good luck!" and walked away to the start of the course, not looking too focused because of the incident between Erica and Jake. Scootaloo stood at the start line and waited for the go stretching her wings, the judges all gave their individual nods and Scootaloo took off at an amazing speed flying directly through the clouds, her speed the fastest so far. She took a dive for the first hoop and flew through it easily and went through the other two the same way and than flew up above the landing pad and as she closed her wings, it looked like she had spotted Jake and Erica because she suddenly got distracted and flew off to the side, missing the landing pad she quickly recovered and flew up to it realizing her mistake and looking up to the judges frantically as I prayed the judges would pass her. "_Come on!_" i thought, yet the judges shook their heads and Scootaloo's ears flattened as tears formed under her eyes and she flew off towards the East gate i looked at her sadly tears forming up a bit in mine as i watched my best friend fly away.

I suddenly realized i was the last one and the coach looked at me "Shimmer your turn." he said and i walked up nervously remembering my friend i took a deep breath and got into position at the starting line giving my wings a quick stretch as the judges nodded and i took off at the same speed as Scootaloo, doing spirals through the cloud like a drill the bust them and speeding through the hoops, flying upwards i remembered my friend and quickly shook my head clearing it of those thoughts and determinedly looked down taking a deep breath and closing my wings "_Three... Two... One._" I thought to myself and opened my wings causing a burt of stardust to fly out behind me making a shimmering trail behind me as i flew down to the landing pad.

I just realized that all the ponies in the crowd were cheering loudly and stomping their hooves on the cloud beneath them as the judges gave me my score of perfect 30 and i flew up with glee smiling madly and bolting to the west gate happily, I had gotten the best score! I landed on the clouds beside the Western gate and got tackled by all the other successors as they congratulated me and smiled with glee, some saying "And that's why she's called Shimmer" I realized the shimmering behind me still and realized that i made it so my name shone out, a bit embarrassed i took the praise happily.

A stallion walked up to me and handed me my job list so i could choose my job. There was every job a pegasi could have on the list, but at the top the recommended job was to be a weather pegasi. I smiled proudly, but suddenly remembered that Scootaloo was on the other side. Scootaloo was helping Jake carry Erica into a carriage pulled by some pegasi guards. I walked over to the stallion and handed the list to him "I am going to be a weather pony" I tolld him and he nodded, dismissing me i quickly got up and flew away to the Eastern gate stopping the pegasi before Scootaloo and Jake and Erica entered, one of the guards looking at me and asking me to state my business. "I just want to say goodbye." I responded and he nodded "very well" he said and i great fully dipped my head to him, walking over to Scootaloo as the guards held off the carriage from leaving.

Scootaloo looked at Jake "can you handle her?" she asked and he nodded "just don't take too long" he finished as he took all of Erica onto his back and climbed into the carriage. After Jake climbed in Scootaloo made sure that they were okay and than turned around tackling me. "I'm so sorry i was such an idiot on the test!" Scootaloo let tears run freely down her cheeks as i pushed myself up and cradled her "It's okay Scoots you did nothing wrong, you just got distracted, that's all." I tried to comfort her smiling sweetly at her. Looking into my eyes Scootaloo softly smiled "congratulations" she said and nuzzled me. "Thanks" I said and hugged her. "I promise Scootaloo i will follow the carriage and because i got the perfect score, I can help you out of here. I can tell the ponies what to do, I'm like Rainbow Dash now. I will change the rules so you can re test and don't have to test if you are hurt." I whispered. "I will get you out of here" smiling i reassuringly hugged her again and got up. "Okay Scootaloo i guess i'll see you later" I said as she smiled and gave her one last hug, while we were hugging i whispered to her to only tell Jake and Erica about my plan and than we let go and she got into the carriage and the guards flew away. Keeping an eye on the carriage i went too the cloud benches that the crowd was sitting on and walked over to Twilight as she congratulated me.

Looking down sadly i thanked her and looked back up smiling softly. Rainbow flew over to me and smiled "Her Shimmer!" she said and rubbed my head, messing up my mane. I flicked my bangs out of my face and smiled back at her "Hey Rainbow!" i responded happily. "So how would you like to bunk with me while your cloud house gets constructed?" She asked and i smiled hugging her "Yes please!" i excitedly said and sat down. I looked behind me really quickly and saw that the carriage was starting to go out of sight. "Thanks Rainbow," i started "but i have to go now, i want to go and start my new weather pony job" i concluded politely smiling and flying upwards as the ponies congratulated me once more and and i flew off towards the carriage, busting clouds on my way so i looked like i was actually doing my job instead of following the carriage.

_**Scootaloo's POV**_

After about six hours of flying in the carriage, we finally arrived at our destination. The whole time i was on the carriage I was giving good luck to Shimmer and hoping she was following us. Once I jumped off of the carriage Jake nudged Erica awake and picked her up on his back as he jumped out and i came over and supported them.

"Welcome to the Rainbow Factory" One of the guard ponies said "Here you will-" Getting cut off by Erica, who still looked a bit drowsy."But we couldn't have flown that far, it's been six hours!" she exclaimed and stared at the guard questioningly. Another couple guards appeared out from nowhere on the sides of both of us holding staffs. The guards hit a button on the staff and it blazed into blue sparks like lightning and they touched both of Erica's flanks with them, making her spasm and yell out in pain, and if Jake and i weren't there she probably would have snapped her wing for a second time that day. "We do that to ensure that no tracking may be done. And now you all knows what happens when you fall behind, interrupt, or misbehave." He said and growled slightly at Erica. "as I was saying, Here you will help us make Rainbow's." the guard turned around and began to walk "Follow me and keep up or you know what will happen." Jake and I look at each other and dash forwards so we weren't far behind.

We came up to a big Iron door that was locked from the outside and the door opened we saw a big machine and stopped for a moment to shiver and than continued in, seeing three cages, two were lied on the ground and one was about two meters above the ground. "Now don't fight and the guards will escort you to your cages and answer their questions." the guard who had led us here handed one of the other guards a key and he walked out, closing the door behind him. A big brown guard came over and picked up Erica putting her in the bottom cage on the left, "Name" he said and Erica softly said it curling up into a terrified ball at the back of her cage as the Guard wrote down Erica on a piece of paper, closing the cage and locking it taping the paper to the front.

A smaller white guard walked over and picked up Jake, putting him in the bottom right cage, "Name" he said as Jake shrank back "let me out of here!" he said his voice cracking, "Name." the guard persisted getting slightly annoyed with the yellow colt. "Jake.." he responded quietly as the guard wrote it down and closed the cage, locking it and taping "Jake" onto the front. A medium-sized black guard came up to me and grabbed me picking me up as i flapped my wings getting out of his grip "I can do it myself." I said stubbornly flying up to the cage and sitting down in it, the guard walked over and closed the cage "Name" he asked pulling out another piece of paper and a pen. "Scootaloo" I responded proudly and stared at the guard. He locked the cage and taped the piece of paper to the front and walked away to go stand on the side on the room with the other guards, grabbing one of the electrical staffs on the way.

_**Shimmer's POV**_

I snuck carefully into the Rainbow factory, after seeing that the carriage flew around so they could lose any followers. Looking around i walked to the entrance of the Rainbow Factory and stood in front of some guards. "State you business" he demanded watching my every move. "I am Shimmer, I just completed my flight test with a perfect score, and are going around to check out all the jobs before choosing one." I slightly lied and stared at him as he check a list and saw my name seeing i was not lying about having a perfect score or just doing my test. "Permission to enter granted" The guard said and stepped aside, opening the door so i could walk in, and i gladly did walking along the hallways looking for my friend.

Seeing another guard i walked over to him "Hello sir, I am Shimmer and are here to check out this job before choosing what job i want, i just did my flight test and passed with perfect." I Said as he looked at his list As well and nodded "follow me" he said and brought me to a grey pony with a lab coat on "Hello Dr. Hiro" the guard said greeting the doctor and bowing his head "greetings" the pony responded and looked at me quizzacly. "This is a new pegasi willing to see if this job is right for her." The guard continued and motioned to me. "Hello Doctor i am Shimmer." I introduced myself as the guard walked away to get back to his post. "Hello Shimmer, i am Doctor Hiro, but you can just call me Hiro. So did you have in mind where you would like to go first?" Hiro asked and smiled. "Yes, i would like to see where the failures of the flight test are." responding, i stretched my wings smiling softly."Alright, follow me" the Doctor said and walked off down another hall.

_**Scootaloo's POV**_

We sat in the cages for about ten minutes until a pony in a black cloak walked out of the darkness and stood in front of the machine. "Are they all confined?" The cloaked pony asked, i could've swore i heard that voice before... "Yes Ma'am" The guards responded as the cloaked pony walked closer and smiled evilly, pulling the cloak off of herself to reveal a certain Rainbow Mane and cyan coat, Hot Pink eyes shining brightly. "Rainbow Dash!" I yelled out, the blue pegasi snapping her head towards me. "Oh my god it's you! Why are we in these cages?!" I talked to the mare quickly a bit confused still. "You... YOU!" She screamed out and turned to me, rage in her eyes. My ears flattened against my skull as i ran to the back of the cage suprised. "what did I do!" Staring at her with fear I pushed myself against the ground. "You, I taught you Everything i know, i made it so you could complete that test! And you Failed it! You failed me." a tear formed under her eye and fell down her cheek as i tried to flatten myself to the bottom of the cage, teard streaming down my face, forming a small puddle below me.

_**Narrator**_** POV**

Scootaloo had flattened herself out to the bottom of the cage, tears soaking her fur. "I thought you loved me... I treated you like my big sister you were my idol!" the small orange mare started quiet, but ended yelling in rage and sadness and just the pure defeat from failing her test and getting yelled at by her one and only idol. Rainbow looked at the guards "bring me that turquoise filly!" she said and stared at Erica, cracking an evil smile. "NO!" Scootaloo screamed out and began thrashing, not doing alot of good. One of the guards walked over to Erica's cage and opened it to the crippled filly hiding at the back, tears streaming down her face as she tried to stay away from the guards hooves. As the guard fished her out Rainbow pulled on a grey sheet that was covering a metal table with leather straps on it.

The guard closed the cage and brought over Erica, strapping her down to the table firmly and walking behind the machine, bringing over a tray of assorted Knife's and cutting materials. The guard walked away to where the others guards were and stood his post again.

**_Scootaloo's POV_**

Rainbow lifted a scalpel from the tray smiling evilly and walking up to Erica touching the tip of it to her skin and than pushing down making a cut across her cheek and around the filly's right eye, ripping the skin off as Erica screeched out in pain. Tears were streaming down my face as i thrashed in my cage trying to break free. I looked down at Jake and saw him convulsing and than he threw up tears mixing in with the stinking vomit.I convulsed and than vomitted myself at the disgusting sight of my old idol killing my freind.

Shivering in the corner of my cell i curled up like a ball and let the tears stream down my face as i heard some more painful cries from Erica.

**_Narrator_**_ POV_

Rainbow had cut out Erica's right eye and was now rubbing the end of the scalpel along the filly's stomach smiling. Bringing the end of the scalpel down she rubbed the filly's clit softly. As the filly began to moan softly she put down the scalpel and licked her clit softly at first getting rougher as it went. she licked the juices that were produced during this time and slipping her tongue into the filly's hole hearing loud moans come from the filly as she seemingly forgot about the pain. Rainbow than took the scalpel again inserting the end of it into her making the filly moan louder she began moving it in and out.

Rainbow smiled and got up on the table putting her marefood into the filly's face forcing her to lick it as she pulled out the end of the scaplel and turned it around, making it do it was the actual knife part and shoving it into her as she yelped out in pain and Rainbow moved it in and out of her quickly enjoying the licking the filly was doing. She than pulled out the scalpel and got down, blood and juices covering the floor. Putting down the scalpel Rainbow grabbed a butcher knife and shoved it into the filly's heart, making her scream out in pain as her eyes glazed over and she died.

**_Shimmer's_ POV**

Coming up to a big Iron door, Hiro smiled "here it is!" he said and pushed the door open to reveal Rainbow Dash and Scootaloo and Jake. I walked in and gave Scootaloo a signal to stay quiet and go with it. She nodded and acted surprised "Shimmer!?" she said and got up. "No... Your not going to join Rainbow now are you!?" She said and shrunk down, making tears stream down her cheeks some more. "Shimmer?" Rainbow said. "Rainbow, you obviously know this is Shimmer, she is going to try the job with the Rainbow Factory before she chooses" The doctor said and smiled. "Are you now! Well come over here!" Rainbow smiled and motioned me over. Walking over, I saw Erica on a metal table, cut up and dead. I held back a gasp and a gag from the sight and looked at Rainbow. "Show her what you know!" the doctor said and walked out, closing the door behind him. "So in this room for this facility is where we make the rainbow's specifically. This is where the Failure's," she stopped and looked at Scootaloo with a hard glare and looked back at me "go." she finished and smiled. "What do i have to do?" I asked and looked at her, determined to act normal. "Why don't you help me bring... Erica" she paused as she looked at the cage to see her name "over to the machine so we can make the colours." she said and smiled.

"Sure." I said as i unlatched the leather straps and took the bloodied pony on my back, lifting her up into the air using my wings. I disgustedly sighed and looked over at Rainbow faking a smile "Where do i bring her?" I said as she flew up beside me and flew behind the big machine over to a hole with grinder's at the bottom. "throw her in there." she responded as i shook the pony off my back and looked at my now bloody coat. I faked a smile as we flew back to the metal table and sat down beside it. _"EW! gross my coat!" _I thought as Rainbow told the guard's to grab Jake and bring him over. Strapping him down Rainbow grabbed a scalpel.

"Well we start by cutting out at least one of the pony's eyes, they mess with the spectra." taking the scalpel she cut halfway around the colt eye as he screamed out in pain. "here you try!" she said smiling, handing me the scalpel. I picked up the scalpel and brought it over to the colt, but stopped before cutting him and threw it at Rainbow's chest, hitting it she yelled out and i grabbed the butcher knife, stabbing her through the heart and running towards the guard's stabbing them in their brains.

Flying back over to the table, i unstrapped Jake and put him on the ground. "Oh my god thank you thank you!" he said happily thanking me. I flew up to Scootaloo's cage and let her out a she jumped onto me hugging me happily. "Yes! I knew you would come!" she said happily as i picked up Jake and Scootaloo flew up into the air. I grabbed the key from the guard and let us out. We flew around the top of the large halls where it was shadowy and flew out of the facility. Flying quickly towards the hospital, we brought Jake in and explained what happened.

Scootaloo and I walked out of the hospital and flew over to the river that flows through Ponyville, we hopped in and i washed the blood out of my coat "So what do you think will happen now that the Rainbow secret is out?" I asked and Scootaloo shrugged. Just than Princess Celestia flew out of the sky and landed in front of us. "Scootaloo, Shimmer, I request you come to Canterlot immediately." she said and we looked at each other, and than flew out of the water.

*at Canterlot*

"It has been decided that we shut down the rainbow factory and allow ponies to get their flight test re-done i will create Rainbow's from now on and will be a judge at these flight test's." Princess Celestia proclaimed as we finished our court meeting and walked out of the castle. "Oh my god! I can re-take my flight test! So can Jake!" Scootaloo tackled me to the ground. "your the best friend a pony could ever have." she said to me and smiled.

THE END


End file.
